What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-14 · 134 added, 202 removed, 347 unchanged (49% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets

Due from Sponsor

Prepaid expenses

Total Current Assets

Deferred offering costs

Long-term prepaid insurance

Cash and securities held in Trust Account

Liabilities and Shareholders’ Deficit

Investments held in Trust Account

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

Current Liabilities

2 unchanged sentences

Due to related party

California franchise taxes payable

Promissory note - related party

4 unchanged sentences

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, 20,125,000 and no shares at redemption value of $ 10.16 and $ 0 per share as of September 30, 2025 and December 31, 2024, respectively

Class A ordinary shares subject to possible redemption, 20,125,000 shares at redemption value of $ 10.32 and $ 10.25 per share as of March 31, 2026 and December 31, 2025, respectively

Shareholders’ Deficit

1 unchanged sentence

1,000,000 shares authorized;

none issued or outstanding as of September 30, 2025 and December 31, 2024

none issued or outstanding as of March 31, 2026 and December 31, 2025

Class A ordinary shares, $ 0.0001 par value;

100,000,000 shares authorized;

362,500 (excluding 20,125,000 shares subject to possible redemption) and none issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

362,500 (excluding 20,125,000 shares subject to possible redemption) issued and outstanding as of March 31, 2026 and December 31, 2025

Class B ordinary shares, $ 0.0001 par value;

10,000,000 shares authorized;

6,708,333 shares issued and outstanding as of September 30, 2025 and December 31, 2024

6,708,333 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Additional paid-in

1 unchanged sentence

Total Shareholders’ Deficit

Total Liabilities and Shareholders’ Deficit

Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

The accompanying notes are an integral part of the unaudited condensed financial statements.

2 unchanged sentences

For the Three Months Ended

April 23, 2024

General and administrative costs

1 unchanged sentence

Other income (expense):

Share-based compensation expense

California franchise tax

Compensation expense

Earnings from investments held in Trust Account

1 unchanged sentence

Net income (loss)

Weighted average redeemable Class A ordinary shares outstanding - basic

Basic net income per redeemable Class A ordinary share

Weighted average redeemable Class A ordinary shares outstanding - diluted

Diluted net income per redeemable Class A ordinary share

Weighted average non-redeemable

Class A and Class B ordinary shares outstanding - basic

Basic net income (loss) per non-redeemable

Class A and Class B ordinary share

Weighted average redeemable Class A ordinary shares outstanding – basic and diluted

Basic and diluted net income per redeemable Class A ordinary share

Weighted average non-redeemable

Class A and Class B ordinary shares outstanding – diluted

Diluted net income (loss) per non-redeemable

Class A and Class B ordinary shares outstanding – basic and diluted

Basic and diluted net income (loss) per non-redeemable

Class A and Class B ordinary share

2 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Ordinary Shares

2 unchanged sentences

Balance — January 1, 2026

Share-based compensation expense

Balance – March 31, 2025 (unaudited)

Sale of 362,500 Private Placement Units

Fair value of rights included in Public units

Allocated value of transaction costs to Class A shares

Share-based compensation expense

Accretion for Class A ordinary shares to redemption amount

Balance – June 30, 2025 (unaudited)

Accretion for Class A ordinary shares to redemption amount

Balance – September 30, 2025 (unaudited)

FOR THE PERIOD FROM APRIL 23, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

Class B Ordinary

Balance – March 31, 2026 (unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Ordinary Shares

Shareholders’

Balance – April 23, 2024 (Inception)

Issuance of Class B ordinary shares to Sponsor

Balance – June 30, 2024

Balance – September 30, 2024

Balance — January 1, 2025

Accretion for Class A ordinary shares to redemption amount

Balance – March 31, 2025 (unaudited)

The accompanying notes are an integral part of the unaudited condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

September 30,

For the Period

from April 23,

2024 (Inception)

September 30,

For the Three

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Adjustments to reconcile net income (loss) to net cash used in

operating activities:

Compensation expense

Payment of operation costs through promissory note

Earnings from investments held in Trust Account

Deferred legal fees

Share-based compensation expense

Earnings from investments held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Due from Sponsor

Due to related party

California franchise taxes payable

Accounts payable and accrued expenses

Net cash provided by operating activities

Cash Flows from Investing Activities:

Investment of cash in Trust Account

( 201,250,000

Net cash used in investing activities

( 201,250,000

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Underwriters’ reimbursement

Due from Sponsor

Repayment from promissory note

Payment of offering costs

Net cash provided by financing activities

Net cash used in operating activities

Net Change in Cash

2 unchanged sentences

investing and financing activities:

Offering costs included in accrued offering costs

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Prepaid services contributed by Sponsor in exchange for issuance of Class B ordinary shares

Offering costs included in deferred legal fees

Deferred offering costs included in accrued offering costs

Deferred offering costs included in deferred legal fees

Deferred offering costs paid through promissory note – related party

Deferred underwriting fee payable

The accompanying notes are an integral part of the unaudited condensed financial statements.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

MARCH 31, 2026

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Thayer Ventures Acquisition Corporation II (the “Company”) is a blank check company incorporated as a Cayman Islands exempt company on April 23, 2024.

1 unchanged sentence

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of September 30, 2025, the Company had not commenced any operations.

All activity for the period from April 23, 2024 (inception) through September 30, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

As of March 31, 2026, the Company had not commenced any operations.

All activity for the period from April 23, 2024 (inception) through March 31, 2026 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

1 unchanged sentence

income in the form of earnings on the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on May 14, 2025.

15 unchanged sentences

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $ 10.00 per Public Share).The per-share amount

to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5).

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $ 10.00 per Public Share).

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

The per share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5).

These Public Shares subject to possible redemption were classified as temporary equity upon the completion of the Initial Public Offering in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.

3 unchanged sentences

If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all or are not a holder of record of Public Shares on the record date established in connection with a Business Combination.

2 unchanged sentences

The Amended and Restated memorandum and articles of association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares (the “initial shareholders”) will agree not to propose an amendment to the Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business

The holders of the Founder Shares (the “initial shareholders”) agree not to propose an amendment to the Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business

Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

9 unchanged sentences

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S.

GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q

and Article 8 of Regulation S-X

3 unchanged sentences

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 15, 2025 as well as the Company’s Current Report on Form 8-K,

as filed with the SEC on May 23, 2025.

The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K,

as filed with the SEC on March 30, 2026.

The interim results for the three ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Liquidity, Capital Resources, and Going Concern

The Company’s liquidity needs up to September 30, 2025 have been satisfied through a loan under an unsecured promissory note from the Sponsor of up to $ 400,000 (see Note 4).

As of September 30, 2025, the Company had no cash and had a

working capital surplus

of $ 522,948 .

The Company’s liquidity needs up to March 31, 2026 have been satisfied through a loan under an unsecured promissory note from the Sponsor of up to $ 400,000 (see Note 4).

As of March 31, 2026, the Company had $ 131,087 in cash and a working capital deficit of $ 431,627 .

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

2 unchanged sentences

The Units would be identical to the Private Placement Units.

As of September 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

As of March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 204-50,

“Presentation of Financial Statements—Going Concern,” the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

The lack of cash available raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited financial statements are issued.

Management plans to address this uncertainty through collection of funds due from the Sponsor and a Business Combination.

There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period.

In addition, management has determined that if the Company is unable to complete an initial Business Combination within the Combination Period, then the Company will cease all operations except for the purpose of liquidating.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans to address this uncertainty through a Business Combination.

There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

6 unchanged sentences

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

The preparation of the unaudited condensed financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

3 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash or cash equivalents as of September 30, 2025 and December 31, 2024.

The Company had $ 131,087 and $ 257,966 in cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

Investments Held in Trust Account

As of September 30, 2025, assets held in the Trust Account were held in a money market fund and are classified as trading securities.

As of March 31, 2026 and December 31, 2025, assets held in the Trust Account were held in a money market fund and are classified as trading securities.

Trading securities are presented on the balance sheets at fair value at the end of each reporting period.

2 unchanged sentences

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

As of September 30, 2025, the Company reported $ 204,376,740 in investments held in the Trust Account.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

As of March 31, 2026 and December 31, 2025, the Company reported $ 208,178,661 and $ 206,357,012 in investments held in the Trust Account.

Concentration of Credit Risk

13 unchanged sentences

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

2 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

1 unchanged sentence

As such, the Company’s tax provision was zero for the periods presented.

California Franchise Tax

The Company is subject to California’s franchise tax, For the three months ended March 31, 2026 and 2025, the Company recognized California franchise tax expense of $ 498,282 and $ 0 , respectively on the condensed statement s

of operations.

At March 31, 2026 and December 31, 2025, the company reported $ 498,282 and $ 0 , respectively, as California franchise tax payable on the condensed balance sheets.

The Company accounts for the Public and Private Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

2 unchanged sentences

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99,

the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

In accordance with ASC 480-10-S99,the

Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

2 unchanged sentences

capital (to the extent available) and accumulated deficit.

Accordingly, as of September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Accordingly, as of March 31, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds

1 unchanged sentence

Class A ordinary shares issuance costs

Accretion for Class A ordinary shares to redemption amount

Class A Ordinary Shares subject to possible redemption, September 30, 2025

At December 31, 2024, there were no Class A ordinary shares subject to possible redemption outstanding.

Accretion of Class A ordinary shares subject to redemption amount

December 31, 2025

Increase in redemption value of shares subject to possible redemption

March 31, 2026

Net Income (Loss) Per Ordinary Share

4 unchanged sentences

Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

The calculation of diluted net income (loss) per ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Placement to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events.

4 unchanged sentences

For the Three Months ended

September 30,

For the Nine Months Ended

September 30,

Class A Ordinary

Non-redeemable

Class B Ordinary

Class A Ordinary

Non-redeemable

Class B Ordinary

Basic net income per ordinary share

Allocation of net income

Basic weighted average ordinary shares outstanding

Basic net income per ordinary share

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Class A Ordinary

Non-redeemable

Class B Ordinary

Class A Ordinary

Non-redeemable

Class B Ordinary

Diluted net income per ordinary share

Allocation of net income

Diluted weighted average ordinary shares outstanding

Diluted net income per ordinary share

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

March 31, 2026

For the Three Months ended

September 30,

For the Period from April 23,

2024 (Inception) Through

September 30,

Class A Ordinary

March 31, 2025

Non-redeemable

Class B Ordinary

Class A Ordinary

Non-redeemable

Class B Ordinary

Basic and diluted net loss per ordinary share

Allocation of net loss

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net loss per ordinary share

Share-Based Compensation

12 unchanged sentences

The Company is currently evaluating the impact of adopting ASU 2024-03.

On December 2023, the FASB issued ASU 2023-09,

“Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (ASU 2023-09),

which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09

will have a material impact on its financial statements and disclosures.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standard updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

INITIAL PUBLIC OFFERING

16 unchanged sentences

The Sponsor is holding 6,583,333 Founder Shares, after giving effect to the Founder Share transfers described below.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

In March and April 2025, the Sponsor transferred a total of 125,000 Founder Shares to the five independent directors (25,000 each) for an aggregate consideration of $ 0.004 per share, or an aggregate total amount of $ 466 .

16 unchanged sentences

The purchasers of the Private Placement Units agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units (except to permitted transferees) until 30 days after the completion of the initial Business Combination.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Related Party Loans

2 unchanged sentences

bearing and payable on the earlier of the completion of the Initial Public Offering or the date the Company determines not to conduct an Initial Public Offering.

As September 30, 2025 and December 31, 2024, there was $ 10 and $ 60,400 , respectively, outstanding under the Promissory Note.

As March 31, 2026 and December 31, 2025, there was $ 10 outstanding under the Promissory Note.

No further borrowings are permitted under this note.

3 unchanged sentences

In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit.

The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit.

The units would be identical to the Private Placement Units.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

As September 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

Due from Sponsor

As September 30, 2025 and December 31, 2024, the Sponsor owes the Company $ 461,395 and $ 0 , respectively, representing the Private Placement Units purchase by the Sponsor, net of payments made on behalf of the Company by the Sponsor, to be wired once the Company’s bank account has been established.

As March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company entered into an agreement with the Sponsor, commencing on May 14, 2025 through the earlier of the Company’s consummation of its initial Business Combination or its liquidation, to pay the Sponsor an aggregate of $ 30,000 per month for office space, secretarial and administrative services.

For the three and nine months ended September 30, 2025, the Company incurred $ 90,000 and $ 135,000 , respectively, of which such amount is reported as a reduction of the amount due from Sponsor in the accompanying balance sheets.

For the three months ended September 30, 2024 and for the period from April 23, 2024 (inception) through June 30, 2024, there were no amounts incurred for these services.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

For the three months ended March 31, 2026 and 2025, the Company incurred and paid

$ 90,000 for these services.

Expense Reimbursements

The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses

2 unchanged sentences

Amounts due for reimbursement of these out-of-pocket

expenses are included in accounts payable and accrued expenses on the unaudited condensed balance sheets.

expenses are included in accounts payable and accrued expenses on the balance sheets.

As of March 31, 2026 and December 31, 2025, the Company owed $ 1,300 to related parties for expense reimbursements.

COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Underwriting Agreement

8 unchanged sentences

Deferred Legal Fees

As of September 30, 2025 and December 31, 2024, the Company had deferred legal fees of $ 811,445 and $ 0 , respectively, to be paid to the Company’s legal advisors upon consummation of the initial Business Combination.

As of March 31, 2026 and December 31, 2025, the Company had deferred legal fees of $ 1,011,279 and $ 920,140 , respectively, to be paid to the Company’s legal advisors upon consummation of the initial Business Combination.

As the settlement or liquidation of amounts of deferred legal fees are not reasonably expected to require the use of current assets or require the creation of current liabilities, the amount is classified as a non-current

liability in the accompanying balance sheets as of September 30, 2025 and December 31, 2024.

liability in the accompanying balance sheets as of March 31, 2026 and December 31, 2025.

Risks and Uncertainties

6 unchanged sentences

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

— The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

A Ordinary Shares

— The Company is authorized to issue a total of 100,000,000 Class A ordinary shares at par value of $ 0.0001 each.

As of September 30, 2025 and December 31, 2024, there were 362,500 and 0 Class A ordinary shares issued and outstanding, excluding 20,125,000 and 0 shares subject to possible redemption, respectively.

As of March 31, 2026 and December 31, 2025, there were 362,500 Class A ordinary shares issued and outstanding, excluding 20,125,000 shares subject to possible redemption.

B Ordinary Shares

— The Company is authorized to issue a total of 10,000,000 Class B ordinary shares at par value of $ 0.0001 each.

As of September 30, 2025 and December 31, 2024, there were 6,708,333 Class B ordinary shares issued and outstanding.

— The Company is authorized to issue a total of 10,000,000

Class B ordinary shares at par value of $ 0.0001

As of March 31, 2026 and December 31, 2025, there were 6,708,333 Class B ordinary shares issued and outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

9 unchanged sentences

the shareholders as, being entitled to do so, vote in person or by proxy at a general meeting of the Company and includes a unanimous written resolution, which shall include the affirmative vote of a simple majority of the Class B ordinary shares.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis

(subject to adjustment for subdivisions, share dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the initial shareholders agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis,

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis(subject

to adjustment for subdivisions, share dividends, reorganizations, recapitalizations and the like).

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the initial shareholders agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis,

25 % of the sum of the total number of all ordinary shares outstanding upon completion of the offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private units issued to the Sponsor, officers or directors upon conversion of working capital loans).

1 unchanged sentence

In no event will the Class B ordinary shares convert into shares of Class A ordinary shares at a rate of less than one to one.

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

— Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth

9 unchanged sentences

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Quoted prices in active markets for identical assets or liabilities.

7 unchanged sentences

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The following table presents information about the Company’s assets that are measured at fair value as of March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

March 31, 2026

December 31, 2025

Money market funds

At May 16, 2025, the fair value of the Public Rights issued in the Initial Public Offering was $ 4,025,000 , or $ 0.20 per Public Right.

5 unchanged sentences

Risk-free rate (continuous)

THAYER VENTURES ACQUISITION CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

3 unchanged sentences

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

September 30,

Cash and securities held in Trust Account

For the Three Months Ended

September 30,

For The Period

From April 23,

2024 (Inception)

September 30,

General and administrative costs

General and administrative expenses

Earnings from investments held in Trust Account

2 unchanged sentences

General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

The CODM reviews earnings on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

The CODM reviews earnings from investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued.

Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements